UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: February 5, 2001

Pinnacle Business Management, Inc.
(Exact name of registrant as specified in its chapter)

Nevada
(State or other jurisdiction of incorporation)

________________________
(Commission File Number)

91-1871963
(IRS Employer Identification No.)

2963 Gulf to Bay Boulevard, Suite 265
Clearwater, FL 33759
(Address of principal executive offices and zip code)

(727) 669-7781
(Registrant's telephone number, including area code)

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

(a) On December 27, 2000, Pinnacle Business Management, Inc. ("Pinnacle" or
the "Company") entered into a definitive Stock Purchase Agreement by and among
Lo Castro and Associates, Inc., a Pennsylvania corporation, ("Lo Castro"),
Vincent A. Lo Castro and Kim Lo Castro (the "Selling Shareholders"), and Jeff
Turino and Michael B. Hall (the "Guarantors"). As a result of the Stock
Purchase Agreement, Pinnacle acquired 1,000 shares of common stock of Lo Castro
("Lo Castro Acquisition"), and Lo Castro became a wholly owned subsidiary of
Pinnacle, effective as of January 1, 2001. The Stock Purchase Agreement is
attached hereto as Exhibit 1.

The Stock Purchase Agreement was adopted by the unanimous consent of the
Board of Directors of Lo Castro & Associates on December 27, 2000, and by the
unanimous consent of the Board of Directors of Pinnacle on December 27, 2000.
No approval of the shareholders of Pinnacle or Lo Castro is required under
applicable state corporate law.

The closing of the Lo Castro Acquisition occurred on January 19, 2001. As
consideration for the Stock Purchase Agreement, the Selling Shareholders
received an aggregate of (a) an amount equal to the (i) the book value of Lo
Castro's assets as of December 31, 2000 plus (ii) five times the amount Lo
Castro's annualized earnings based on the third quarter of its fiscal year
ending December 31, 2000 and (b) shares of Pinnacle's common stock, par value
$0.001.

At the closing, Pinnacle and the Guarantors delivered 83,300,000 shares of
Pinnacle's commons stock, constituting 16.66% of Pinnacle's total authorized
common stock. In addition to Pinnacle's common stock, Pinnacle executed a
Secured Promissory Note with a maturity date January 1, 2007. The Secured
Promissory Note is attached hereto as Exhibit 3.

Also pursuant to the Stock Exchange Agreement, Vincent A. Lo Castro was
appointed officer of Pinnacle. Vincent A. Lo Castro and Kim Lo Castro are also
the beneficial owners of the 83,300,000 shares of Pinnacle's common stock
received as part of his consideration under the terms of the Stock Purchase
Agreement.

The consideration exchanged pursuant to the Stock Purchase Agreement was
negotiated between the shareholders of Lo Castro and the management of Pinnacle.

In evaluating Lo Castro as a candidate for the proposed acquisition,
Pinnacle used criteria such as the value of the assets of Lo Castro, its present
stock price, its annual earnings, and Lo Castro's business name and reputation.
The selling shareholders of Lo Castro determined that the consideration for the
merger was reasonable.

(b) Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information regarding beneficial
ownership of the common stock as of January 19, 2001 by each individual who is
known to the company, as of the date of this filing, to be the beneficial owner
of more then five percent of any class of Pinnacle's voting securities. The
table shows each class of equity securities of Pinnacle and its subsidiaries
owned by all directors and officers of Pinnacle. Messrs. Hall and Turino are the
Directors and Executive Officers of Pinnacle, and Mr. Lo Castro is an officer of
Pinnacle.

Title of Class Name and Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Ownership
- --------------------- ---------------------- -------------------- ---------------------
Common Stock Michael Bruce Hall 39,502,000 13.4%

- --------------------- ---------------------- -------------------- ---------------------

Common Stock Jeff Turino 39,502,000 13.4%

- --------------------- ---------------------- -------------------- ---------------------

Common Stock Kim Lo Castro and 83,300,000 28.2%
Vincent Lo Castro

- --------------------- ---------------------- -------------------- ---------------------

Common Stock Officers and Directors 162,304,000 55.1%
as a Group

There are no agreements between or among any of the shareholders which
would restrict the issuance of shares in any manner that would result in change
of control of Pinnacle other then Shareholders Rights Agreement by and among
Pinnacle and Kim Lo Castro and Vincent Lo Casto, dated as of January 1, 2001,
and Stock Pledge Agreement by and among the same parties, dated as of January 1,
2001. The Shareholders Rights Agreement is attached hereto as Exhibit 4. The
Stock Pledge Agreement is attached hereto as Exhibit 2.

Description of Business

Lo Castro & Associates, Inc., a Pennsylvania corporation established on July 23,
1997, operates and conducts business through their three divisions:

(a) Lo Castro & Associates, Inc., d/b/a/ All Pro Communications, which
has two subdivisions: the first subdivision provides business
telephone systems to businesses, agencies and institutions
throughout the Mid-Atlantic region; the second subdivision provides
cellular telephones and wireless services in the following
counties: Allegheny, Washington, Westmoreland, Cambria, and
Somersetn counties in Pennsylvania; Brooke, Hancock, Marshall and
Ohio counties in West Virginia; and Pittsburgh, Johnstown, and
Wheeling metropolitan area;

(b) Lo Castro & Associates, Inc., d/b/a All Pro Daewoo, which sells and
services Daewoo products under an agreement with Daewoo Motor
America, Inc. ("DMA"), a Delaware corporation; and

All Pro Communications

All Pro Communications, a division of Lo Castro, was organized by Vincent A. Lo
Castro, current Chief Executive Officer. On May 24, 2000, All Pro entered into
an agreement with NEC America, Inc. ("NECAM"), a New York corporation with a
principal place of business located in Irving, Texas, to sell and distribute key
telephone products and integrated wireless products and to provide installation,
repair, maintenance, training and related services in the territory designated
in the Agreement. The NECAM Agreement and Product Appendices are attached
hereto as Exhibit 12.

All Pro is a full service telecommunications company that provides Digital
Business Systems, Voice and Data Cabling, Fiber Optics, Wireless and Cellular
applications, in addition to Local, Toll and Long Distance services.

Key Telephone Products include:

(a) Electra Professional and Electra Elite Key telephone systems
(b) Electra Professional and Electra Elite Voice Processing Equipment
(c) Spare parts for manufacture discontinued Electra Key telephone systems
(d) Infoset 408

Wireless Products include:

(a) NEAX 2000 IVS(2)
(b) NEAX 2000 IVS
(c) NEAX 1000 IVS/VSP
(d) NEAX EXPRESS TM

Products / Software include:

(a) NEC NEAXMail AD-40
(b) NEC NEAXMail AD-40 Limited
(c) NEC NEAXMail AD-8
(d) NEC ElectraMail
(e) NEC ElectraMail TM AD-8
(f) Active Voice Repartee
(g) PhoneMax
(h) Lingo TM

CTI Software Products include:

(a) Phonekits TM
(b) PhoneMax TM

All Pro Services include:

(a) Installation, maintenance, repair and customer training services;
(b) Maintaining an adequate number of service centers in the geographical
area;
(c) Keeping the service centers equipped with spare parts, technical and
engineering manuals, and product manuals;
(d) Keeping the service centers staffed with engineering and repair
personnel; and
(e) Providing for the repair personnel transportation to enable them to
reach any place within the territory within a period of (2)
hours after receiving a telephone call requesting a repair service.

In addition to providing Business Telephone Systems, All Pro products and
services include:

(a) Voice Mail - Auto Attendant - Automatic Call Distribution;
(b) Call Accounting ;
(c) Nurse Call Systems & Emergency Call Systems;
(d) CCTV Systems;
(e) Structured Voice and Data Cabling; and
(f) Local, Toll, and Long Distance services.

All Pro Communications provides 24 hour per day, 7 day per week - Emergency
Service with 4 hour guaranteed response time. Non-emergency service calls may
often be handled remotely by customer care department. All Pro systems analyst
can remotely dial into a customer Digital PBX, or Key System and perform remote
diagnostics to determine the nature of the problem. Proper remote diagnostics
are ultimately cost effective for the end user.

All Pro, as NECAM's Associate under the agreement with NEC America, Inc., has
installed business telephone systems ranging in size from 2 lines to 2,000
lines. In the second, third and fourth quarter 2000, All Pro provided
installation and service to the commercial industry, private business,
government agencies, health care facilities and educational institutions
throughout the Mid-Atlantic region.

All Pro Communication is lead by a group of experienced telecommunication
professionals specializing in the sales, design, installation and service of
Business Communication Systems. All Pro has approximately 25 employees,
including communications consultants, certified technicians, customer service
representatives and administrative personnel. Senior management of All Pro
will be comprised of the same team that has directed the growth of Lo Castro
since its incorporation in 1997 and includes Vincent A. Lo Castro, Mark D.
Jackson, Frank J. Lo Castro and Vincent A. Trocheck. In addition, the current
management brings to All Pro many years of combined experience in business
management and telecommunications.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial statements of business acquired.

Financial statements of the acquired business required by this Item 7(a) will
be filed as soon as practicable, and not later than April 6, 2001.

(b) Pro Forma financial information

Pro forma financial statements required by this Item 7(b) will be filed as soon
as practicable, and not later than April 6, 2001.

EXHIBITS:

1. Stock Purchase Agreement among Pinnacle Business Management, Inc. and
Vicent A. Lo Castro and Kim Lo Castro, and Michael B. Hall and Jeff Turino,
dated as of December 27, 2000.

2. Stock Pledge Agreement among Pinnacle Business Management, Inc., Vincent
and Kim Lo Castro, and Mark Jackson as Pledge Agent, dated as of January 1,
2001.

3. Secured Promissory Note by Pinnacle Business Management Inc., made on
January 1, 2001.

4. Shareholder Rights Agreement among Pinnacle Business Management, Inc. and
Kim and Vincent Lo Castro, dated as of January 1, 2001.

5. Mortgage, Security Agreement, and Financing Statement between Kim and
Vicent Lo Castro, as Mortgagees, and Arnoni, LoCastro & Associates, as
Mortgagor, effective as of January 1, 2001.

6. Closing Agreement between Pinnacle Business Management, Inc. and Kim and
Vincent Lo Castro, dated as of January 8, 2001.

7. Articles of Incorporation of Lo Castro and Associates, Inc.

8. Application for Registration of Fictitious Title for All Pro
Communications.

9. Application for Registration of Fictitious Title for All Pro Auto Mall.

10. Application for Registration of Fictitious Title for All Pro Daewoo.

11. By-Laws of Lo Castro & Associates, Inc.

12. Associate Agreement between NEC America, Inc. and All Pro Communications,
dated as of May 24, 2000.

12.1 Extended Hardware Warranty Products Appendix

12.2 Active Voice Product Appendix

12.3 Professional Services Appendix

13. Daewoo Motor America, Inc. Dealer Sales and Service Agreement between
Daewoo Motor America, Inc. and Lo Castro & Associates, d/b/a All Pro
Daewoo, effective as of October 5, 1999.

13.1 Addendum to Daewoo Motor America, Inc., Automobile Dealer Sales and Service
Agreement, executed on October 5, 1999.

14.* Exclusive Retail Dealer Agreement between Lo Castro & Associates, Inc.,
d/b/a All Pro Communications and Pittsburgh Cellular Telephone Company,
AT&T Proprietary and Confidential, effective as of January 1, 2000.

15.* Commercial Note: Demand Line of Credit, Amount $1,500,000, executed on
February 13, 1998.

16.* Open-End Mortgage and Security Agreement, made by Arnoni, LoCastro &
Associates, as Mortgagor, and a national banking association as Mortgagee,
on December 2, 1997.

* Confidential treatment requested pursuant to a request for confidential
treatment to be filed with the Commission as soon as practicable, and not
later then February 9, 2001.

SIGNATURES:

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

PINNACLE BUSINESS MANAGEMENT INC.

/s/ Jeffrey G. Turino
- -------------------------------------------------------
Jeffrey G. Turino, Chief Executive Officer and Director

/s/ Michael B. Hall
- -------------------------------------------------------
Michael B. Hall, President and Director